Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 9, 2026, Global AI, Inc. (the "Company") and KSY Capital Investments, Inc ("KSY") entered into a Subscription Agreement (the "KSY Agreement"), pursuant to which the Company agreed to sell, and KSY agreed to purchase, 250,000 shares of the Company's Class A common stock for an aggregate purchase price of $500,000, representing a purchase price of $2.00 per share.

The KSY Agreement contains customary representations and warranties for a transaction of this type.

The share purchase closed on July 9, 2026, and the Company issued 250,000 shares of the Company's Class A common stock on July 9, 2026

The foregoing description of the KSY Agreement is qualified in its entirety by reference to the complete terms and conditions of the KSY Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 1.01.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference.

The issuance of the shares described above was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder for transactions by an issuer not involving any public offering. KSY represented that it is an "accredited investor" within the meaning of Regulation D, and the shares may not be offered or sold in the United States absent registration or an applicable exemption from registration.